3 unchanged sentences
(in thousands, unaudited)
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Current assets:
24 unchanged sentences
Total liabilities 183,672 198,372
−Removed: Commitments and contingencies
+Added: Commitments and contingencies (Note 8)
Convertible preferred stock 271,454 263,284
12 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Commission $ 68,003 $ 93,850
7 unchanged sentences
General and administrative 21,002 19,987
−Removed: Amortization of intangible assets — 121 — 416
Impairment, restructuring and other charges — 4,823
1 unchanged sentence
Loss from operations ( 22,894 ) ( 39,714 )
−Removed: Other income (expense), net ( 647 ) 189 ( 2,835 ) 511
+Added: Other expense, net ( 592 ) ( 1,021 )
Loss before income taxes ( 23,486 ) ( 40,735 )
8 unchanged sentences
Basic and diluted 27,648 27,278
−Removed: Comprehensive loss:
+Added: Comprehensive income (loss):
Net loss $ ( 19,878 ) $ ( 32,742 )
−Removed: Unrealized holding gain (loss) for available for sales debt securities, net of tax ( 4 ) 3 ( 6 ) ( 48 )
+Added: Unrealized holding gain for available-for-sale debt securities, net of tax 13 8
Foreign currency translation adjustments 110 23
4 unchanged sentences
(in thousands, unaudited)
−Removed: Three Months Ended September 30, 2022
−Removed: Common Stock Additional Paid-in
−Removed: Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity
−Removed: Shares Amount Shares Amount
−Removed: Balance as of June 30, 2022 39,493 $ 40 $ 767,164 12,287 $ ( 199,998 ) $ 108,225 $ 150 $ 675,581
−Removed: Issuance of common stock in connection with equity incentive plans 214 — — — — — — —
−Removed: Repurchase of shares to satisfy employee tax withholding obligations — — ( 467 ) 71 — — — ( 467 )
−Removed: Paid-in-kind dividend and accretion related to convertible preferred stock — — — — — ( 7,849 ) — ( 7,849 )
−Removed: Stock-based compensation — — 5,631 — — — — 5,631
−Removed: Other comprehensive loss, net of tax — — — — — — ( 249 ) ( 249 )
−Removed: Net loss — — — — — ( 39,149 ) — ( 39,149 )
−Removed: Balance as of September 30, 2022 39,707 $ 40 $ 772,328 12,358 $ ( 199,998 ) $ 61,227 $ ( 99 ) $ 633,498
−Removed: Three Months Ended September 30, 2021
−Removed: Common Stock Additional Paid-in
−Removed: Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity
−Removed: Shares Amount Shares Amount
−Removed: Balance as of June 30, 2021 38,094 $ 38 $ 738,906 11,925 $ ( 199,998 ) $ 292,467 $ 341 $ 831,754
−Removed: Issuance of common stock in connection with equity incentive plans 231 — 1,933 — — — — 1,933
−Removed: Repurchase of shares to satisfy employee tax withholding obligations — — ( 2,061 ) 51 — — — ( 2,061 )
−Removed: Paid-in-kind dividend and accretion related to convertible preferred stock — — — — — ( 6,934 ) — ( 6,934 )
−Removed: Stock-based compensation — — 6,006 — — — — 6,006
−Removed: Other comprehensive loss, net of tax — — — — — — ( 23 ) ( 23 )
−Removed: Net loss — — — — — ( 53,014 ) — ( 53,014 )
−Removed: Balance as of September 30, 2021 38,325 $ 38 $ 744,784 11,976 $ ( 199,998 ) $ 232,519 $ 318 $ 777,661
−Removed: The accompanying notes are an integral part of these condensed consolidated financial statements.
−Removed: EHEALTH, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: (in thousands, unaudited)
−Removed: Nine Months Ended September 30, 2022
+Added: Three Months Ended March 31, 2023
Common Stock Additional Paid-in
5 unchanged sentences
Paid-in-kind dividend and accretion related to convertible preferred stock — — — — — ( 8,170 ) — ( 8,170 )
−Removed: Issuance of common stock for employee stock purchase program 83 — 873 — — — — 873
Stock-based compensation — — 5,306 — — — — 5,306
−Removed: Other comprehensive loss, net of tax — — — — — — ( 489 ) ( 489 )
+Added: Other comprehensive income, net of tax — — — — — — 123 123
Net loss — — — — — ( 19,878 ) — ( 19,878 )
−Removed: Balance as of September 30, 2022 39,707 $ 40 $ 772,328 12,358 $ ( 199,998 ) $ 61,227 $ ( 99 ) $ 633,498
−Removed: Nine Months Ended September 30, 2021
+Added: Balance as of March 31, 2023 40,137 $ 40 $ 782,065 12,472 $ ( 199,998 ) $ 45,751 $ 50 $ 627,908
+Added: Three Months Ended March 31, 2022
Common Stock Additional Paid-in
−Removed: Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity
+Added: Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity
Shares Amount Shares Amount
3 unchanged sentences
Paid-in-kind dividend and accretion related to convertible preferred stock — — — — — ( 7,218 ) — ( 7,218 )
−Removed: Issuance of common stock for employee stock purchase program 38 — 2,248 — — — — 2,248
Stock-based compensation — — 5,791 — — — — 5,791
−Removed: Other comprehensive loss, net of tax — — — — — — ( 32 ) ( 32 )
+Added: Other comprehensive income, net of tax — — — — — — 31 31
Net loss — — — — — ( 32,742 ) — ( 32,742 )
−Removed: Balance as of September 30, 2021 38,325 $ 38 $ 744,784 11,976 $ ( 199,998 ) $ 232,519 $ 318 $ 777,661
+Added: Balance as of March 31, 2022 38,880 $ 39 $ 762,212 12,053 $ ( 199,998 ) $ 153,253 $ 421 $ 715,927
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(in thousands, unaudited)
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
Operating activities:
3 unchanged sentences
Amortization of internally developed software 4,589 3,832
−Removed: Amortization of intangible assets — 416
Stock-based compensation expense 4,994 5,285
Deferred income taxes ( 3,611 ) ( 8,032 )
−Removed: Impairment charges 3,734 —
Other non-cash items 61 215
8 unchanged sentences
Accrued expenses and other liabilities ( 304 ) 4,829
−Removed: Net cash used in operating activities ( 8,290 ) ( 60,321 )
+Added: Net cash provided by operating activities 60,803 47,112
Investing activities:
5 unchanged sentences
Financing activities:
−Removed: Proceeds from issuance of preferred stock, net of issuance costs — 214,025
Net proceeds from debt financing — 64,862
2 unchanged sentences
Principal payments in connection with leases ( 11 ) ( 35 )
−Removed: Net cash provided by financing activities 62,925 210,914
+Added: Net cash provided by (used in) financing activities ( 439 ) 65,373
Effect of exchange rate changes on cash, cash equivalents and restricted cash 108 31
6 unchanged sentences
Note 1 – Summary of Business and Significant Accounting Policies
−Removed: Description of Business – eHealth, Inc.
−Removed: (the “Company,” “eHealth,” “we” or “us”) is a leading health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions.
−Removed: Our mission is to connect every person with the highest quality, most affordable health insurance and Medicare plans for their life circumstances.
−Removed: Our platform integrates proprietary and third-party developed educational content regarding health insurance plans with decision support tools to aid consumers in what has traditionally been a confusing and opaque health insurance purchasing process, and to help them obtain the health insurance products that meet their individual health and economic needs.
−Removed: Our omnichannel consumer engagement platform enables consumers to use our services online, through interactive chat, or by telephone with a licensed insurance agent.
−Removed: We have created a marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual and family, small business and other ancillary health insurance products from approximately 200 health insurance carriers across all fifty states and the District of Columbia.
−Removed: Basis of Presentation – The accompanying condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of comprehensive loss and stockholders’ equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 are unaudited.
+Added: Description of Business – eHealth, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, "eHealth") is a leading private online health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions.
+Added: Our mission is to expertly guide consumers through their health insurance enrollment and related options, when, where and how they prefer.
+Added: Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing, and opaque health insurance purchasing process.
+Added: Our omnichannel consumer engagement platform differentiates our offering from other brokers and enables consumers to use our services online, by telephone with a licensed insurance agent, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities.
+Added: We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from approximately 200 health insurance carriers across all fifty states and the District of Columbia.
+Added: Our plan recommendation tool curates this broad plan selection by analyzing customer health-related information against plan data for insurance coverage fit.
+Added: This tool is supported by a unified data platform and is available to our ecommerce customers and our licensed agents.
+Added: We strive to be the most trusted partner to the consumer in their life's journey through the health insurance market.
+Added: Unless otherwise specified or required by the context, references in this Quarterly Report on Form 10-Q to "eHealth," "the Company,” “we,” “us” or "our" mean eHealth and its consolidated direct and indirect wholly-owned subsidiaries.
+Added: Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of March 31, 2023 and other condensed consolidated financial statements for the three months ended March 31, 2023 and 2022 are unaudited.
The Condensed Consolidated Balance Sheet data as of December 31, 2022 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission on March 1, 2023.
9 unchanged sentences
Certain prior period amounts have been reclassified to conform with our current period presentation.
−Removed: The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021 and include all adjustments necessary for the fair presentation of our financial position as of September 30, 2022 and December 31, 2021, and our results of operations for the periods presented.
−Removed: The results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2022 and therefore should not be relied upon as an indicator of future results.
−Removed: Subsequent to the issuance of our consolidated financial statements for the year ended December 31, 2020, we identified certain errors, including a $ 3.0 million under-recognition of stock-based compensation expense and a $ 1.5 million over-recognition of licensing costs for the year ended December 31, 2020.
−Removed: We adjusted for these items in the first quarter of 2021 and the adjustments reduced our net loss by approximately $ 1.5 million, or $ 0.06 per basic and diluted share in our Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2021.
−Removed: These items also reduced our net loss by approximately $ 1.5 million, or $ 0.06 per basic and diluted share, on our Condensed Consolidated Statement of Comprehensive Loss for the nine months ended September 30, 2021.
−Removed: We evaluated the effects of these out-of-period adjustments, both qualitatively and quantitatively, and concluded that the errors and the correction thereof were immaterial both individually and in the aggregate to the current reporting period and the periods in which they originated, including quarterly reporting.
+Added: The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022 and include all adjustments necessary for the fair presentation of our financial position as of March 31, 2023 and December 31, 2022, and our results of operations for the periods presented.
+Added: The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2023 and therefore should not be relied upon as an indicator of future results.
EHEALTH, INC.
2 unchanged sentences
GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes.
−Removed: On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the useful lives of intangible assets, fair value of investments, recoverability of intangible assets, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision (benefit) for income taxes and the assumptions used in determining stock-based compensation.
+Added: On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the fair value of investments, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision (benefit) for income taxes and the assumptions used in determining stock-based compensation.
We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable.
1 unchanged sentence
There have been no material changes to our significant accounting policies discussed in our Annual Report on Form 10-K for the year ended December 31, 2022.
−Removed: Seasonality – Open enrollment periods drive the seasonality of our business.
−Removed: A greater number of our Medicare-related health insurance plans are sold in our fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year.
−Removed: As a result, our Medicare plan-related commission revenue is highest in our fourth quarter.
−Removed: Our Medicare plan-related commission revenue is also elevated in the first quarter compared to the second and third quarters as a result of the reintroduction of the Medicare Advantage open enrollment period in the first quarter of 2019.
−Removed: Any changes to or additional enrollment periods may change the seasonality of our business.
−Removed: The majority of our individual and family health insurance plans are sold in the fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act.
−Removed: In the states where the Federally Facilitated marketplace operates as the state health insurance exchange, individuals and families generally are not able to purchase individual and family health insurance outside of the annual enrollment period, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state.
−Removed: Extended open enrollment or special enrollment periods may change the seasonality of our individual and family health insurance business.
−Removed: For example, the COVID-related special enrollment period which ended on August 15, 2021 caused increased commission revenue from the sale of individual and family health insurance plans outside of the open enrollment period.
Recently Adopted Accounting Pronouncements
−Removed: Reference Rate Reform (Topic 848) – In March 2020, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S.
−Removed: GAAP to contract modifications and other transactions affected by reference rate reform if certain criteria are met in order to ease the financial reporting burden as the market transitions from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates expected to be discontinued to alternative reference rates.
−Removed: The FASB further issued ASU 2021-01 in January 2021 to refine and clarify the scope of Topic 848.
−Removed: The election allows relief from remeasuring the contracts at modification or from reassessing a previous accounting determination.
−Removed: The guidance was effective upon issuance and may be applied through December 31, 2022.
−Removed: We elected the optional expedient under ASU 2020-04 and ASU 2021-01 in the third quarter of 2022 upon the amendment to our term loan credit agreement, which transitions the use of LIBOR to the Secured Overnight Financing Rate ("SOFR").
−Removed: The adoption of the standard allows entities to account for such modification as if the modification was not substantial and as a result, the implementation of this standard did not have a material impact on our condensed consolidated financial statements.
−Removed: See Note 12 – Debt for additional information regarding the amendment to our term loan credit agreement.
+Added: We did not adopt any new accounting pronouncements during the three months ended March 31, 2023.
EHEALTH, INC.
3 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Medicare Advantage $ 54,121 $ 78,130
20 unchanged sentences
_____________
−Removed: (1) We define our Individual and Family plan offerings as major medical individual and family health insurance plans, which does not include Medicare-related, small business or ancillary plans.
−Removed: Individual and family health insurance plans include both qualified and non-qualified plans.
−Removed: Qualified health plans are individual and family health insurance plans that meet the requirements of the Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction.
−Removed: Non-qualified health plans are Individual and Family plans that meet the requirements of the Affordable Care Act and are not offered through the exchange in the relevant jurisdiction.
+Added: (1) We define our individual and family plan offerings as major medical individual and family health insurance plans, which do not include Medicare-related, small business or ancillary plans.
+Added: Individual and family plans include both qualified and non-qualified plans.
+Added: Qualified health plans meet the requirements of the Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction.
+Added: Non-qualified health plans do not meet the requirements of the Affordable Care Act and are not offered through the government-run health insurance exchange in the relevant jurisdiction.
Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of non-qualified plans.
3 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Commission revenue from members approved during the period $ 56,617 $ 84,283
Net commission revenue from members approved in prior periods (1)
−Removed: 1,685 ( 171 ) ( 9,052 ) ( 11,700 )
Total Medicare segment commission revenue $ 56,669 $ 84,334
3 unchanged sentences
Net commission revenue from members approved in prior periods (1)
−Removed: 1,840 10,028 4,389 29,143
−Removed: Total IFP/SMB Segment Commission Revenue $ 7,640 $ 16,664 $ 25,924 $ 51,792
+Added: Total Individual, Family and Small Business segment commission revenue $ 11,334 $ 9,516
Total commission revenue from members approved during the period $ 63,325 $ 90,325
1 unchanged sentence
Total net commission revenue from members approved in prior periods (1)(2)
−Removed: 3,525 9,857 ( 4,663 ) 17,443
Total commission revenue $ 68,003 $ 93,850
2 unchanged sentences
The net adjustment revenue includes both increases in revenue for certain prior period cohorts as well as reductions in revenue for certain prior period cohorts.
−Removed: (2) The impacts of total net commission revenue from members approved in prior periods were $ 0.13 and $ 0.37 per basic and diluted share, for the three months ended September 30, 2022 and 2021, respectively.
−Removed: The impacts of total net commission revenue from members approved in prior periods were $( 0.17 ) and $ 0.65 per basic and diluted share, for the nine months ended September 30, 2022 and 2021, respectively.
−Removed: The total reductions to revenue from members approved in prior periods were $ 2.1 million and $ 3.2 million for the three months ended September 30, 2022 and 2021, respectively, and $ 15.8 million and $ 22.6 million for the nine months ended September 30, 2022 and 2021.
−Removed: These reductions to revenue primarily related to the Medicare segment.
+Added: (2) The impacts of total net commission revenue from members approved in prior periods were $ 0.06 and $ 0.02 per basic and diluted share, for the three months ended March 31, 2023 and 2022, respectively.
+Added: There were no reductions to revenue from members approved in prior periods for the three months ended March 31, 2023 and 2022.
Note 3 – Supplemental Financial Statement Information
4 unchanged sentences
See Note 4 – Fair Value Measurements for further discussion about our marketable securities.
−Removed: EHEALTH, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands):
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
Cash $ 24,390 $ 17,776
3 unchanged sentences
Total cash, cash equivalents and restricted cash $ 183,872 $ 147,640
−Removed: As of September 30, 2022 and December 31, 2021, we had $ 3.2 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets.
+Added: As of March 31, 2023 and December 31, 2022, we had $ 3.2 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets.
This amount collateralizes letters of credit related to certain lease commitments.
+Added: EHEALTH, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Contract Assets and Accounts Receivable
We do not require collateral or other security for our contract assets and accounts receivable.
−Removed: We believe the potential for collection issues with any of our customers was minimal as of September 30, 2022.
+Added: We believe the potential for collection issues with any of our customers was minimal as of March 31, 2023.
We estimate an allowance for credit losses using relevant available information from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts.
1 unchanged sentence
Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other insurance related companies.
−Removed: Our estimated exposure at default is determined by applying these internal and external data sources to our commission receivable balances.
+Added: Our estimated exposure at default is determined by applying these internal and external data sources to our commissions receivable balances.
As such, we apply an immediate reversion method and revert to historical loss information when computing our credit loss exposure.
−Removed: Credit loss expenses are assessed quarterly and included in the "General and administrative" line in our Condensed Consolidated Statements of Comprehensive Loss.
−Removed: There were no write-offs during the nine months ended September 30, 2022 and 2021.
−Removed: We considered the impact of recent events and global economic conditions when evaluating the appropriate adjustments to our allowance for credit losses as of September 30, 2022.
−Removed: We also considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic.
−Removed: The change in the allowance for credit losses for the nine months ended September 30, 2022 is summarized as follows (in thousands):
+Added: Credit loss expenses are assessed quarterly and are included in the "General and administrative" line in our Condensed Consolidated Statements of Comprehensive Loss.
+Added: There were no write-offs during the three months ended March 31, 2023 or for the year ended December 31, 2022.
+Added: The change in the allowance for credit losses is summarized as follows (in thousands):
+Added: March 31, 2023 December 31, 2022
Beginning balance $ 2,398 $ 2,198
1 unchanged sentence
Ending balance $ 2,162 $ 2,398
−Removed: EHEALTH, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Our contract assets – commission receivable activities, net of credit loss allowances are summarized as follows (in thousands):
−Removed: Nine Months Ended September 30, 2022
−Removed: Medicare Segment IFP/SMB Segment Total
−Removed: Beginning balance $ 837,474 $ 70,788 $ 908,262
−Removed: Commission revenue from members approved during the period 173,790 14,254 188,044
−Removed: Commission revenue from renewals of small business members during the period — 7,281 7,281
−Removed: Net commission revenue from members approved in prior periods ( 9,052 ) 4,389 ( 4,663 )
−Removed: Cash receipts ( 279,048 ) ( 34,023 ) ( 313,071 )
−Removed: Net change in credit loss allowance ( 8 ) ( 1 ) ( 9 )
−Removed: Ending balance $ 723,156 $ 62,688 $ 785,844
−Removed: Nine Months Ended September 30, 2021
+Added: Our contract assets – commissions receivable activities, net of credit loss allowances are summarized as follows (in thousands):
Medicare Segment IFP/SMB Segment Total
−Removed: Beginning balance $ 739,637 $ 52,768 $ 792,405
+Added: Beginning balance at December 31, 2022 $ 817,043 $ 67,261 $ 884,304
Commission revenue from members approved during the period 56,617 6,708 63,325
3 unchanged sentences
Net change in credit loss allowance 216 20 236
−Removed: Ending balance $ 687,274 $ 70,094 $ 757,368
+Added: Ending balance at March 31, 2023 $ 734,157 $ 67,876 $ 802,033
Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, marketable securities, contract assets – commissions receivable, and accounts receivable.
−Removed: We invest our cash and cash equivalents with major banks and financial institutions and such investments are in excess of federally insured limits.
+Added: We invest our cash and cash equivalents with major banks and financial institutions, and, at times, such investments are in excess of federally insured limits.
We also have deposits with major banks in China that are denominated in both U.S.
1 unchanged sentence
federal government.
−Removed: The deposits in China were $ 4.8 million as of September 30, 2022.
+Added: The deposits in China were $ 5.4 million as of March 31, 2023.
See Note 4 – Fair Value Measurements for more information regarding our marketable securities.
2 unchanged sentences
We do not require collateral or other security for either our contract assets or accounts receivable.
−Removed: Carriers that represented 10% or more of our total contract assets – commission receivable and accounts receivable balances are summarized as of the dates presented below:
−Removed: September 30, 2022 December 31, 2021
+Added: Carriers that represented 10% or more of our total contract assets – commissions receivable and accounts receivable balances are summarized as follows:
+Added: March 31, 2023 December 31, 2022
Humana 26 % 26 %
2 unchanged sentences
(1) Percentages include the carriers' subsidiaries.
−Removed: Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as of the periods presented as follows (in thousands):
−Removed: September 30, 2022 December 31, 2021
+Added: Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as follows (in thousands):
+Added: March 31, 2023 December 31, 2022
+Added: Prepaid software and maintenance contracts $ 5,526 $ 5,211
Prepaid expenses 3,136 2,858
−Removed: Prepaid maintenance contracts 6,480 6,246
Prepaid licenses 1,196 1,116
13 unchanged sentences
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy as of the dates presented (in thousands):
−Removed: September 30, 2022
+Added: Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy (in thousands):
+Added: March 31, 2023
Carrying Value Level 1 Level 2 Level 3 Total
11 unchanged sentences
Commercial paper 112,268 — 112,268 — 112,268
−Removed: Short-term marketable securities
−Removed: Commercial paper 38,801 — 38,801 — 38,801
−Removed: Corporate bond 2,505 — 2,505 — 2,505
+Added: Agency bonds 1,342 — 1,342 — 1,342
Total assets measured at fair value $ 126,625 $ 13,015 $ 113,610 $ — $ 126,625
1 unchanged sentence
Our money market funds are measured at fair value based on quoted prices in active markets and are classified as Level 1 within the fair value hierarchy.
−Removed: Our available for sale marketable securities, which include commercial paper, agency bonds and a corporate bond with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy.
−Removed: Our portfolio primarily consisted of financial instruments with a credit rating of AA or equivalent by S&P Rating and Moody's Investor Services.
−Removed: There were no transfers between the hierarchy levels during either the nine months ended September 30, 2022 or the year ended December 31, 2021.
+Added: Our available-for-sale marketable securities, which include commercial paper with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy.
+Added: Our portfolio primarily consisted of financial instruments with a credit rating of A or equivalent by S&P Rating and Moody's Investor Services.
+Added: There were no transfers between the hierarchy levels during the three months ended March 31, 2023 or the year ended December 31, 2022.
The following table summarizes our cash equivalents and available-for-sale debt securities by contractual maturity (in thousands):
−Removed: As of September 30, 2022
−Removed: Amortized Cost Fair Value
+Added: As of March 31, 2023 As of December 31, 2022
+Added: Amortized Cost Fair Value Amortized Cost Fair Value
Due in 1 year $ 178,326 $ 178,302 $ 126,664 $ 126,625
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Unrealized gains and losses on available-for-sale debt securities that are not credit related are included in accumulated other comprehensive income and summarized as follows as of September 30, 2022 (in thousands):
+Added: Unrealized gains and losses on available-for-sale debt securities that are not credit related are included in accumulated other comprehensive income and summarized as follows (in thousands):
+Added: March 31, 2023
Amortized Cost Unrealized Gains Unrealized Losses Fair Value
6 unchanged sentences
Total $ 178,326 $ 10 $ ( 34 ) $ 178,302
−Removed: As of September 30, 2022, we had 33 securities in net loss positions and their unrealized losses were immaterial individually and in aggregate.
−Removed: We did not record any credit losses regarding our available-for-sale debt securities during the nine months ended September 30, 2022.
+Added: December 31, 2022
+Added: Amortized Cost Unrealized Gains Unrealized Losses Fair Value
+Added: Cash equivalents
+Added: Money market funds $ 13,015 $ — $ — $ 13,015
+Added: Commercial paper 112,307 — ( 39 ) 112,268
+Added: Agency bonds 1,342 — — 1,342
+Added: Total $ 126,664 $ — $ ( 39 ) $ 126,625
+Added: As of March 31, 2023 and December 31, 2022, we had 28 and 26 securities, respectively, in net loss positions and their unrealized losses were immaterial individually and in aggregate.
+Added: We did not record any credit losses regarding our available-for-sale debt securities during the three months ended March 31, 2023 or the year ended December 31, 2022.
We do not intend to sell these securities, and it is more likely than not that we will not be required to sell these securities before the recovery of their amortized cost basis.
Note 5 – Equity
−Removed: 2021 Inducement Plan – On September 22, 2021, the Company adopted an inducement plan (the “2021 Inducement Plan”), pursuant to which the Company reserved 410,000 shares of its common stock (subject to customary adjustments in the event of a change in capital structure of the Company) to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as an inducement material to the individual's entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (“Nasdaq Rules”).
−Removed: In March 2022, the Company amended and restated its 2021 Inducement Plan to reserve an additional 500,000 shares of its common stock, and in September 2022, the Company further amended and restated the 2021 Inducement Plan to reserve an additional 1,500,000 shares of its common stock (as amended and restated, the "A&R 2021 Inducement Plan").
−Removed: The 2021 Inducement Plan and its amendments were approved by the Company's board of directors (the “Board”) without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Rules, and the terms and conditions of the A&R 2021 Inducement Plan and awards to be granted thereunder are substantially similar to the Company's stockholder-approved Amended and Restated 2014 Equity Incentive Plan.
−Removed: As of September 30, 2022, 756,485 shares were issued under the A&R 2021 Inducement Plan.
−Removed: Stock Repurchase Programs – We had no stock repurchase activity during the three and nine months ended September 30, 2022.
−Removed: In addition to 10.7 million shares repurchased under our previous repurchase programs, we have in treasury 1.7 million shares as of September 30, 2022 that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units.
−Removed: As of September 30, 2022 and December 31, 2021, we had a total of 12.4 million shares and 12.0 million shares, respectively, held in treasury.
−Removed: For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade.
−Removed: Such repurchased shares are held in treasury and are presented using the cost method.
+Added: 2021 Inducement Plan – On September 22, 2021, the Company adopted an inducement plan (the “2021 Inducement Plan”), pursuant to which the Company reserved 0.4 million shares of its common stock (subject to customary adjustments in the event of a change in capital structure of the Company) to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as an inducement material to the individual's entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (“Nasdaq Rules”).
+Added: In March 2022 and September 2022, the Company amended and restated its 2021 Inducement Plan to reserve an additional 0.5 million and 1.5 million shares of its common stock, respectively (as amended and restated, the "A&R 2021 Inducement Plan").
+Added: The 2021 Inducement Plan and its amendments were approved by the Company's Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Rules, and the terms and conditions of the A&R 2021 Inducement Plan and awards to be granted thereunder are substantially similar to our stockholder-approved Amended and Restated 2014 Equity Incentive Plan.
+Added: As of March 31, 2023, 1.6 million shares were issued under the A&R 2021 Inducement Plan.
+Added: Stock Repurchase Programs – We had no stock repurchase activity during the three months ended March 31, 2023 or 2022.
+Added: As of March 31, 2023 and 2022, we had a total of 12.5 million shares and 12.1 million shares, respectively, held in treasury.
+Added: As of March 31, 2023 and 2022, we had 1.8 million and 1.4 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection
EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Stock-Based Compensation Expense – Our stock-based compensation expense is summarized as follows by award types (in thousands):
+Added: with the vesting of certain restricted stock units as well as 10.7 million shares previously repurchased under our past repurchase programs.
+Added: For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade.
+Added: Such repurchased shares are held in treasury and are presented using the cost method.
+Added: Stock-Based Compensation Expense – Our stock-based compensation expense is summarized as follows by award types for the periods presented below (in thousands):
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Restricted stock units* $ 4,677 $ 4,706
Common stock options 254 257
−Removed: Employee stock purchase plan 144 486 445 1,448
+Added: Employee stock purchase program 63 322
Total stock-based compensation expense $ 4,994 $ 5,285
+Added: Related tax benefit recognized $ 1,170 $ 1,225
* Amounts include market-based and performance-based restricted stock units.
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Marketing and advertising $ 455 $ 313
5 unchanged sentences
Total stock-based compensation $ 5,306 $ 5,791
−Removed: * Stock-based compensation expense for the three and nine months ended September 30, 2021 was impacted by a $ 4.1 million credit related to forfeited equity awards due to our chief executive officer's separation.
Note 6 — Convertible Preferred Stock
4 unchanged sentences
Dividends – Dividends initially accrue on the Series A preferred stock daily at 8 % per annum on the stated value of $ 100 per share (“Stated Value”) and compound semiannually, payable in kind (“PIK”) until the second anniversary of the Closing Date on June 30 and December 31 of each year (each, a “Dividend Payment Date”), beginning on June 30, 2021, and thereafter 6 % PIK and 2 % payable in cash in arrears on June 30 and December 31 of each year, beginning on June 30, 2023.
−Removed: PIK dividends are cumulative and are added to the Accrued Value (as defined below).
−Removed: “Accrued Value” means, as of any date, with respect to any share of Series A preferred stock, the sum of the Stated Value per share plus, on each Dividend Payment Date, on a cumulative basis, all accrued PIK dividends on such share that have not previously compounded and been added to the Accrued Value.
−Removed: The Series A preferred stock participates, on an as-converted basis in all dividends paid to the holders of our common stock.
+Added: PIK dividends are cumulative and are added to the Accrued Value (as
EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: defined below).
+Added: “Accrued Value” means, as of any date, with respect to any share of Series A preferred stock, the sum of the Stated Value per share plus, on each Dividend Payment Date, on a cumulative basis, all PIK dividends that have accrued on such share but that have not previously been added to the Accrued Value.
+Added: The Series A preferred stock participates, on an as-converted basis, in all dividends paid to the holders of our common stock.
Conversion Rights – The Series A preferred stock is convertible at any time into common stock at a conversion rate equal to (i) the Accrued Value plus accrued PIK dividends that have not yet been added to the Accrued Value, (ii) divided by the conversion price as of the applicable conversion date (the “Conversion Price”).
4 unchanged sentences
Board Nomination Rights – H.I.G.
−Removed: is entitled to nominate one individual for election to the Board so long as it continues to own at least 30 % of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued to it in the private placement.
−Removed: also has the right to nominate an additional individual to the Board if the Company fails to maintain certain levels of commissions receivable and liquidity.
+Added: is entitled to nominate one individual for election to our Board of Directors so long as it continues to own at least 30 % of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued to it in the private placement.
+Added: also has the right to nominate an additional individual to our Board of Directors if we fail to maintain certain levels of commissions receivable or liquidity as further discussed below.
Voting Rights – The Series A preferred stock will vote together with the common stock as a single class on all matters submitted to a vote of the holders of the common stock (subject to certain voting limitations set forth in, and the terms and conditions of, the Certificate of Designations).
−Removed: Each holder of Series A preferred stock shall be entitled to the number of votes, rounded down to the nearest whole number, equal to the product of (i) the aggregate Accrued Value of the issued and outstanding shares of Series A preferred stock divided by the Minimum Price (as defined below), multiplied by (ii) a fraction, the numerator of which is the number of shares of Series A preferred stock held by such holder and the denominator of which is the aggregate number of issued and outstanding shares of Series A preferred stock.
+Added: Each holder of Series A preferred stock shall be entitled to the number of votes, rounded down to the nearest whole number, equal to the product of (i) the aggregate Accrued Value of the issued and outstanding shares of Series A preferred stock divided by $ 69.684 , which is the "Minimum Price" computed in accordance with the Certificate of Designations (as further described below), multiplied by (ii) a fraction, the numerator of which is the number of shares of Series A preferred stock held by such holder and the denominator of which is the aggregate number of issued and outstanding shares of Series A preferred stock.
“Minimum Price” means the lower of:
3 unchanged sentences
Mandatory Conversion of the Series A Preferred Stock – At any time on or after the third anniversary of the Closing Date, if the volume-weighted average price per share of our common stock is greater than 167.5 % of the then-current Conversion Price for 20 consecutive trading days in a 30 -day trading day period, the Company will have the right to convert all, but not less than all, of the Series A preferred stock into common stock at a conversion rate with respect to each share of Series A preferred stock of (i) the Accrued Value plus accrued PIK dividends that have not yet been added to the Accrued Value, (ii) divided by the then applicable Conversion Price.
+Added: EHEALTH, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Covenants and Liquidity Requirements – As long as H.I.G.
3 unchanged sentences
In addition, the Company is required to maintain an asset coverage ratio (as defined in the Investment Agreement) of at least 2 x, which increases to 2.5 x 30 months after the date of the Investment Agreement.
−Removed: Additionally, the Investment Agreement
−Removed: EHEALTH, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: requires the Company to maintain a minimum liquidity amount (as defined in the Investment Agreement) for certain periods that ranges from $ 65.0 million to $ 125.0 million.
−Removed: If the Company fails to maintain the minimum asset coverage ratio or minimum liquidity amount as of a certain date or for a certain time period required by the Investment Agreement and H.I.G continues to own at least 30 % of the Series A preferred stock originally issued to it in the private placement, H.I.G will have the right to nominate an additional director to the Board, and the consent of H.I.G.
−Removed: will be required to approve the Company's annual budget, hire or terminate certain key executives, and incur certain indebtedness as outlined in the Investment Agreement.
−Removed: will no longer have these additional board nomination and consent rights if the Company is able to satisfy the minimum liquidity amount requirements in the Investment Agreement for any subsequent 12 consecutive months.
−Removed: As of September 30, 2022, we were in compliance with the asset coverage ratio and minimum liquidity amounts as required in the Investment Agreement.
+Added: Additionally, the Investment Agreement requires the Company to maintain a minimum liquidity amount (as defined in the Investment Agreement) for certain periods that ranges from $ 65.0 million to $ 125.0 million.
+Added: If the Company fails to maintain the minimum asset coverage ratio or minimum liquidity amount as of a certain date or for a certain time period required by the Investment Agreement and H.I.G continues to own at least 30 % of the Series A preferred stock originally issued to it in the private placement, H.I.G will have the right to nominate an additional director to our Board of Directors, and the consent of H.I.G.
+Added: will be required to approve the Company's annual budget, hire or terminate certain key executives, and incur certain indebtedness as specified in the Investment Agreement until the Company is able to satisfy the minimum liquidity amount requirements in the Investment Agreement for any subsequent 12 consecutive months.
+Added: As of March 31, 2023, we were in compliance with the asset coverage ratio and minimum liquidity amounts as required in the Investment Agreement.
Our Series A preferred stock is considered temporary equity in our condensed consolidated financial statements.
1 unchanged sentence
We recognized the Series A preferred stock at its stated amount less issuance costs of $ 11.0 million, or $ 214.0 million.
−Removed: As of September 30, 2022, the estimated Series A preferred stock redemption value equals 135 % of the Accrued Value per share as of the redemption date, plus any accrued and unpaid dividends, which is significantly in excess of the fair value of the common stock into which the Series A preferred stock is convertible as of September 30, 2022.
+Added: As of March 31, 2023, the estimated Series A preferred stock redemption value equals 135 % of the Accrued Value per share as of the redemption date, plus any accrued and unpaid dividends, which is significantly in excess of the fair value of the common stock into which the Series A preferred stock is convertible as of March 31, 2023.
We have elected to apply the accretion method to adjust the carrying value of the Series A preferred stock to its redemption value at the earliest date of redemption, April 30, 2027.
1 unchanged sentence
The estimated redemption value will vary in subsequent periods due to the redemption put right described above and we have elected to recognize such changes prospectively.
−Removed: No shares of Series A preferred stock have been converted and the Series A preferred stock was convertible into approximately 3.2 million shares of common stock as of September 30, 2022.
+Added: No shares of Series A preferred stock have been converted and the Series A preferred stock was convertible into 3.3 million shares of common stock as of March 31, 2023.
The following table summarizes the proceeds and changes to our Series A preferred stock (in thousands):
2 unchanged sentences
Net proceeds $ 214,025
−Removed: Balance as of Closing Date $ 214,025
+Added: Balance as of December 31, 2021 $ 232,592
Accrued paid-in-kind dividends 19,357
3 unchanged sentences
Change in preferred stock redemption value 3,069
−Removed: Balance as of September 30, 2022 $ 255,185
+Added: Balance as of March 31, 2023 $ 271,454
EHEALTH, INC.
1 unchanged sentence
Note 7 – Net Loss Per Share Attributable to Common Stockholders
−Removed: Our Series A preferred stock is considered a participating security which requires the use of two-class method for the computation of basic and diluted per share amounts.
+Added: Our Series A preferred stock is considered a participating security which requires the use of the two-class method for the computation of basic and diluted per share amounts.
Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to dividends accumulated and participation rights in undistributed earnings.
5 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Net loss attributable to common stockholders $ ( 28,048 ) $ ( 39,960 )
1 unchanged sentence
Dilutive effect of common stock — —
−Removed: Shares used in diluted share calculation 27,346 26,786 27,329 26,688
+Added: Shares used in per share calculation — diluted 27,648 27,278
Net loss attributable to common stockholders per share – basic and diluted $ ( 1.01 ) $ ( 1.46 )
−Removed: For each of the three and nine months ended September 30, 2022 and 2021, we had securities outstanding that could potentially dilute per share amounts, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net loss per share as their effect would have been anti-dilutive.
+Added: For each of the three months ended March 31, 2023 and 2022, we had securities outstanding that could potentially dilute per share amounts, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net loss per share as their effect would have been anti-dilutive.
The number of outstanding anti-dilutive shares that were excluded from the computation of diluted net loss per share consisted of the following (in thousands):
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Convertible preferred stock 3,256 2,981
10 unchanged sentences
As the benefits of these agreements are experienced uniformly over the applicable contractual periods, we record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements.
−Removed: Our future minimum payments under non-cancellable contractual service and licensing obligations as of September 30, 2022 (in thousands):
+Added: Our future minimum payments under non-cancellable contractual service and licensing obligations as of March 31, 2023 were as follows (in thousands):
For the Years Ending December 31,
3 unchanged sentences
Refer to Note 10 – Leases for commitments related to our operating leases.
+Added: Self-Insurance
+Added: We provide comprehensive major medical benefits to our employees.
+Added: Effective January 1, 2023, in the United States, we are self-insured for employee health insurance benefits up to $ 0.3 million per individual per year and a maximum claim liability of $ 13.6 million.
+Added: As a result, we record a self-insurance liability based on claims filed and an estimate of claims incurred but not yet reported.
+Added: As of March 31, 2023, we had a self-insurance liability balance of $ 2.0 million in the "Accrued compensation and benefits" line on our Condensed Consolidated Balance Sheets.
+Added: We had no liability as of December 31, 2022 as our employee health insurance coverage was not self-insured at the time.
Contingencies
2 unchanged sentences
An estimated loss contingency is accrued in the condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
−Removed: There was no material litigation-related accrual during the three and nine months ended September 30, 2022.
+Added: There was no material litigation-related accrual during the three months ended March 31, 2023 or 2022.
Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail.
3 unchanged sentences
Yung, and its then-chief operating officer, David K.
−Removed: Francis in the United States District Court for the Northern District of California.
+Added: Francis in the United States District Court for the Northern
+Added: EHEALTH, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: District of California.
The cases are captioned Patel v.
13 unchanged sentences
The Court also appointed a lead plaintiff and lead counsel for the consolidated matter.
−Removed: An Amended Complaint was filed on August
−Removed: EHEALTH, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: 25, 2020, which Defendants moved to dismiss on October 23, 2020.
+Added: An Amended Complaint was filed on August 25, 2020, which Defendants moved to dismiss on October 23, 2020.
Defendants’ motion, which Plaintiff opposed, was granted in part and denied in part on August 12, 2021.
2 unchanged sentences
On November 11, 2021, Plaintiff’s counsel filed a suggestion of death with respect to the lead plaintiff Billy White.
−Removed: The parties stipulated to a schedule for the lead plaintiff process to be re-opened, which was so-ordered by the Court on January 10, 2022.
Plaintiff’s counsel published notice regarding the appointment of a new lead plaintiff on January 17, 2022.
−Removed: On March 18, 2022, several motions were filed by class members seeking appointment as lead plaintiff.
−Removed: The lead plaintiff motions are pending with the court.
−Removed: Derivative Actions – On July 7, 2020 and October 13, 2020, two derivative lawsuits were filed against the Company's then-chief executive officer, Mr.
−Removed: Flanders, its then-chief financial officer, Mr.
−Removed: Yung, its then-chief operating officer, Mr.
−Removed: Francis, and the then-current members of the Board (collectively, the “Individual Defendants”), in the United States District Court for the Northern District of California and the Superior Court of California, County of Santa Clara.
−Removed: The cases are captioned Chernet v.
−Removed: Flanders et al ., Case No.
+Added: On November 9, 2022, the Court appointed Chicago & Vicinity Laborers’ District Council Pension Fund as the new lead plaintiff and approved plaintiff’s selection of counsel.
+Added: On November 29, 2022, the new lead plaintiff and lead plaintiff’s counsel filed a supplement to the amended complaint, replacing the names of the prior lead plaintiff and counsel and incorporating new lead plaintiff’s previously filed certification.
+Added: On December 22, 2022, the Company, Mr.
+Added: Flanders, and Mr.
+Added: Yung moved for judgment on the pleadings as to the remaining claims.
+Added: Francis also moved for judgment on the pleadings the same day, and joined the motion by the Company, Mr.
+Added: Flanders, and Mr.
+Added: The motions for judgment on the pleadings were fully briefed by February 9, 2023 and were scheduled for a hearing on April 13, 2023.
+Added: On April 5, 2023, the Court vacated the hearing on the motions and stated its intent to issue a decision based on the parties’ written briefing.
+Added: On April 25, 2023, a consortium of putative class members (the “Algers Funds”) filed a motion to intervene in the case, prior to the expiration of the applicable statute of repose, to preserve their individual rights.
+Added: On May 5, 2023, a defendants’ statement of non-opposition to Algers Funds limited motion to intervene and a stipulation with Algers Funds regarding same were filed.
+Added: Derivative Actions – On July 7, 2020, a derivative lawsuit captioned Chernet v.
+Added: Flanders et al.
3:20-cv-04477-SK (N.D.
−Removed: Cal.), and Lincolnshire Police Pension Fund v.
+Added: Cal.) (the “ Chernet ” matter) was filed in the United States District Court for the Northern District of California.
+Added: On October 13, 2020, a derivative lawsuit captioned Lincolnshire Police Pension Fund v.
Flanders et al.
20CV371555 (Cal.
−Removed: Ct.), and also name the Company as a nominal defendant.
−Removed: A third derivative lawsuit was filed against the same defendants on October 5, 2021 in the United States District Court for the Northern District of California, captioned Badwal v.
−Removed: Flanders et al ., Case No.
−Removed: 4:21-cv-07795 (N.D.
−Removed: The complaints allege, among other things, that the Individual Defendants made or caused the Company to make materially false and misleading statements and/or failed to disclose material information regarding our accounting and modeling assumptions, rate of member churn, profitability and internal controls for the period of March 2018 through the present.
+Added: Ct.) (the “ Lincolnshire ” matter) was filed in the Superior Court of California, County of Santa Clara.
+Added: The complaints were brought against the Company's then-chief executive officer, Mr.
+Added: Flanders, its then-chief financial officer, Mr.
+Added: Yung, its then-chief operating officer, Mr.
+Added: Francis, and the then-current members of the Board of Directors (collectively, the “Individual Defendants”), and name the Company as a nominal defendant.
+Added: The complaints allege, among other things, that the Individual Defendants made or caused the Company to make materially false and misleading statements and/or failed to disclose material information regarding the Company’s accounting and modeling assumptions, rate of member churn, profitability and internal controls for the period of March 2018 through the present.
The Chernet and Lincolnshire complaints purport to assert claims for breach of fiduciary duty, unjust enrichment and waste of corporate assets.
The Chernet lawsuit also alleges that the Individual Defendants violated Sections 14(a), 10(b), and 20(a) of the Exchange Act and asserts claims for abuse of control and gross mismanagement.
−Removed: The Badwal complaint purports to assert a claim for breach of fiduciary duty, an insider trading claim and violations of Section 14(a), 10(b) and 21D of the Exchange Act.
The Chernet and Lincolnshire complaints seek damages, restitution, attorneys’ fees and costs, and certain measures with respect to the Company's corporate governance and internal procedures, and (in the Lincolnshire lawsuit) equitable and/or injunctive relief.
+Added: On August 12, 2020, the court stayed the Chernet matter pending the resolution of the then-anticipated motion to dismiss the consolidated securities class action.
+Added: On December 11, 2020, the court stayed the Lincolnshire matter, also pending the resolution of the motion to dismiss in the consolidated securities class action.
+Added: On October 5, 2021, a third derivative lawsuit, captioned Badwal v.
+Added: Flanders et al.
+Added: 4:21-cv-07795 (N.D.
+Added: Cal.) (the “ Badwal ” matter) was filed in the United States District Court for the Northern District of California.
+Added: EHEALTH, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: The Badwal complaint purports to assert a claim for breach of fiduciary duty, an insider trading claim, and violations of Section 14(a), 10(b), and 21D of the Exchange Act.
The Badwal complaint seeks damages, declaratory relief, corporate governance measures, equitable and injunctive relief, restitution and disgorgement, and attorneys' fees and costs.
−Removed: On August 10, 2020, the parties filed a Stipulation and Proposed Order in the Chernet matter to stay the action until and through the resolution of the Defendants' anticipated motion to dismiss the consolidated securities class action, and filed a similar stipulation in the Lincolnshire matter on December 11, 2020.
−Removed: The Chernet stipulation was granted by the Court on August 12, 2020 and the Lincolnshire stipulation on December 11, 2020.
−Removed: In December 2021, the parties entered into a stipulation to further stay the Badwal and Chernet actions pending the appointment of a lead plaintiff in the consolidated action, which was so ordered by the Court on December 14, 2021.
+Added: On November 29, 2021, the federal court consolidated the Chernet and Badwal matters under the caption In re eHealth, Inc.
+Added: Stockholder Derivative Litigation (the “Federal Derivative Action”).
+Added: On August 12, 2021, the court granted-in-part and denied-in-part defendants’ motion to dismiss the securities class action.
+Added: In December 2021, the parties entered into a stipulation to further stay the Federal Derivative Action pending the appointment of a new lead plaintiff in the securities class action, which was so ordered by the court on December 14, 2021.
+Added: As discussed above, November 9, 2022, the court appointed a new lead plaintiff in the securities class action.
+Added: On December 9, 2022, plaintiffs in the Federal Derivative Action filed a verified consolidated stockholder derivative complaint on behalf of the Company against certain current and former members of its Board of Directors and certain of its officers.
+Added: The complaint alleges breaches of fiduciary duties, insider trading, and violations of Sections 14(a), 10(b), 21D of the Exchange Act.
+Added: The complaint seeks damages, declaratory relief, corporate governance measures, equitable and injunctive relief, restitution and disgorgement, and attorneys’ fees and costs.
+Added: On January 3, 2023, pursuant to a joint stipulation, the court ordered all proceedings in the Federal Derivative Action stayed pending the resolution of the securities class action.
Note 9 – Segment and Geographic Information
1 unchanged sentence
We report segment information based on how our chief executive officer, who is our chief operating decision maker ("CODM"), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations.
−Removed: The performance measures of our segments include total revenue and profit.
−Removed: Our business structure is comprised of two operating segments:
+Added: We evaluate our business performance and manage our operations as two distinct operating segments:
Medicare and Individual, Family and Small Business.
+Added: The performance measures of our segments include revenue and segment profit (loss).
Please refer to Note 1 – Summary of Business and Significant Accounting Policies of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2022 for our accounting policies relating to operating segments.
3 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Medicare $ 61,834 $ 95,067
4 unchanged sentences
Individual, Family and Small Business 7,413 5,254
−Removed: Segment loss ( 20,274 ) ( 40,383 ) ( 50,765 ) ( 7,665 )
+Added: Segment profit (loss) 4,040 ( 9,563 )
Corporate ( 16,695 ) ( 15,265 )
1 unchanged sentence
Depreciation and amortization ( 5,245 ) ( 4,778 )
−Removed: Amortization of intangible assets — ( 121 ) — ( 416 )
Impairment, restructuring and other charges — ( 4,823 )
−Removed: Other income (expense), net ( 647 ) 189 ( 2,835 ) 511
+Added: Other expense, net ( 592 ) ( 1,021 )
Loss before income taxes $ ( 23,486 ) $ ( 40,735 )
5 unchanged sentences
Long-lived assets by geographical area are summarized as follows (in thousands):
−Removed: September 30, 2022 December 31, 2021
+Added: March 31, 2023 December 31, 2022
United States $ 35,138 $ 37,915
4 unchanged sentences
Significant Customers
−Removed: Substantially all revenue for the three and nine months ended September 30, 2022 and 2021 was generated from customers located in the United States.
+Added: Substantially all revenue for the three months ended March 31, 2023 and 2022 was generated from customers located in the United States.
Carriers representing 10% or more of our total revenue are summarized as follows:
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
−Removed: UnitedHealthCare (1)
−Removed: 27 % 21 % 22 % 21 %
Humana 24 % 27 %
−Removed: 10 % 11 % 13 % 12 %
−Removed: 12 % 15 % 12 % 20 %
+Added: UnitedHealthCare (1)
(1) Percentages include the carriers' subsidiaries.
Note 10 – Leases
−Removed: Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of 1 to 7 years.
+Added: Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of less than 1 year to 7 years.
Certain of these leases have free or escalating rent payment provisions.
4 unchanged sentences
Sublease income is recorded on a straight-line basis as a reduction of lease expense in our Condensed Consolidated Statements of Comprehensive Loss.
−Removed: We test right-of-use assets when impairment indicators are present in accordance with the asset impairment provisions of Accounting Standards Codification 360, Property, Plant and Equipment.
−Removed: The sublease of our Santa Clara, California office space triggered impairment testing for the underlying right-of-use asset as the expected sublease income is less than the remaining head lease obligation.
−Removed: We utilized an income approach to value the asset group by performing a discounted cash flow analysis and determined that the net carrying value exceeded the estimated discounted future cash flows.
−Removed: As a result, we recorded a $ 3.4 million impairment charge related to operating lease right-of-use assets and property, plant and equipment, which was reflected in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2022.
−Removed: See Note 11 – Impairment, Restructuring and Other Charges for further discussion about our asset impairment charges.
−Removed: Total operating lease expenses were $ 1.9 million for the three months ended September 30, 2022 and 2021 and $ 5.7 million for the nine months ended September 30, 2022 and 2021.
−Removed: Sublease income was immaterial for the three and nine months ended September 30, 2022 and 2021.
−Removed: EHEALTH, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Supplemental information related to leases are as follows (dollars in thousands):
−Removed: September 30, 2022 December 31, 2021
+Added: Total operating lease expenses were $ 1.9 million for the three months ended March 31, 2023 and 2022 and sublease income was immaterial for the three months ended March 31, 2023 and 2022.
+Added: Supplemental information related to our leases are as follows (dollars in thousands):
+Added: Three Months Ended
+Added: Cash paid for amounts included in the measurement of operating lease liabilities $ 2,102 $ 1,953
+Added: March 31, 2023 December 31, 2022
Weighted-average remaining lease term of operating leases 5.5 years 5.7 years
Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.6 % 5.6 %
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: Cash paid for amounts included in the measurement of operating lease liabilities $ 5,878 $ 5,722
−Removed: As of September 30, 2022, maturities of operating lease liabilities are as follows (in thousands):
+Added: EHEALTH, INC.
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: As of March 31, 2023, maturities of our operating lease liabilities are as follows (in thousands):
Year ending December 31,
5 unchanged sentences
(1) Noncancellable sublease income for the remainder of 2023 and the years ending December 31, 2024, 2025, 2026, 2027 and thereafter of $ 1.3 million, $ 2.1 million, $ 2.2 million, $ 2.2 million, $ 2.3 million, and $ 2.8 million, respectively, are not included in the table above.
−Removed: As of September 30, 2022, we had an additional operating lease for office space which had not yet commenced with total future lease payments of $ 4.6 million.
Note 11 — Impairment, Restructuring and Other Charges
1 unchanged sentence
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Restructuring and reorganization charges $ — $ 4,823
−Removed: Asset impairment charges 3,734 — 3,734 —
Impairment, restructuring and other charges $ — $ 4,823
−Removed: EHEALTH, INC.
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: Restructuring
Our restructuring and reorganization costs and liabilities consist primarily of severance, transition and other related costs.
The following table summarizes the cash-based restructuring and reorganization related liabilities (in thousands):
−Removed: Nine Months Ended September 30, 2022
−Removed: Beginning balance $ 146
+Added: Balance at December 31, 2022 $ 366
Restructuring and reorganization charges —
Payments ( 361 )
−Removed: Ending balance $ 514
−Removed: During the three and nine months ended September 30, 2022, we incurred pre-tax restructuring charges of $ 0.8 million and $ 7.0 million, respectively, primarily related to employee termination benefits.
−Removed: In the first half of 2022, we eliminated 339 full-time positions, which represented approximately 14 % of our workforce, primarily within our customer care and enrollment group, and to a lesser extent, in our marketing and advertising, technology and content, and general and administrative groups, and, as a result, recorded pre-tax restructuring charges of $ 6.2 million in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss.
−Removed: In the three months ended September 30, 2022, we incurred pre-tax restructuring charges of $ 0.8 million for additional eliminated positions.
−Removed: Substantially all of the restructuring charges will be settled in cash and no equity awards were modified.
−Removed: As of September 30, 2022, the restructuring accrual of $ 0.5 million is recorded in other current liabilities on our Condensed Consolidated Balance Sheets.
−Removed: In September 2021, we announced the transition of our chief executive officer.
−Removed: Scott Flanders resigned as a member of our Board and chief executive officer, effective October 31, 2021.
−Removed: We recognized $ 2.4 million in severance costs related to his separation for the year ended December 31, 2021.
−Removed: Stock-based compensation expense for the year ended December 31, 2021 was impacted by a $ 4.1 million credit related to forfeited equity awards due to Mr.
−Removed: Flanders' separation, which was included in the "General and administrative" line in our Condensed Consolidated Statements of Comprehensive Loss.
−Removed: In February 2021, we eliminated approximately 89 full-time positions, primarily in the United States, representing approximately 5 % of our workforce, primarily within our customer care and enrollment group, and to a lesser extent, in our marketing and advertising, technology and content, and general and administrative groups.
−Removed: Total pre-tax restructuring charges were $ 2.4 million for the year ended December 31, 2021, which primarily related to employee termination benefits.
−Removed: Substantially all of the restructuring charges resulted in cash expenditures.
−Removed: The restructuring activities were completed by March 31, 2021.
−Removed: For the three and nine months ended September 30, 2022, we recognized a non-cash, pre-tax asset impairment charge of $ 3.4 million related to the sublease of our office space in Santa Clara, California in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss.
−Removed: This charge was comprised of $ 2.5 million of operating lease right-of-use assets impairment and $ 0.9 million of property, plant and equipment impairment.
−Removed: We also incurred $ 0.3 million of impairment charges related to abandoned in-process internally developed software during the quarter, which was also recognized in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss.
−Removed: Note 12 – Debt
−Removed: We entered into a term loan credit agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto on February 28, 2022 (the "Original Credit Agreement").
−Removed: On August 16, 2022, we entered into an Amendment (the "Amendment") to the Original Credit Agreement (as amended by the Amendment, the "Credit Agreement").
−Removed: The Amendment replaced the LIBOR-based Adjusted Euro currency Rate (as
+Added: Balance at March 31, 2023 $ 5
+Added: During the three months ended March 31, 2023, we incurred no pre-tax restructuring charges.
+Added: As of March 31, 2023, the restructuring accrual was immaterial and is recorded in other current liabilities on our Condensed Consolidated Balance Sheets.
+Added: In the first half of 2022, we eliminated 339 full-time positions, which represented approximately 14 % of our workforce, primarily within our customer care and enrollment group, and to a lesser extent, in our marketing and advertising, technology and content, and general and administrative groups, and, as a result, recorded pre-tax restructuring charges of $ 4.8 million in the "Impairment, restructuring and other charges" line in our Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2022.
EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: defined in the Original Credit Agreement) with Adjusted Term SOFR (as defined in the Amendment) as a reference rate for loans under the Credit Agreement.
+Added: Note 12 – Debt
+Added: On February 28, 2022, we entered into a term loan credit agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the "Original Credit Agreement").
+Added: On August 16, 2022, we entered into an Amendment (the "Amendment") to the Original Credit Agreement (as amended by the Amendment, the "Credit Agreement").
+Added: The Amendment replaced the LIBOR-based Adjusted Euro currency Rate (as defined in the Original Credit Agreement) with Adjusted Term SOFR (as defined in the Amendment) as a reference rate for loans under the Credit Agreement.
+Added: The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes, to refinance our credit agreement with Royal Bank of Canada ("RBC") and to pay fees and expenses in connection with the entry into the Credit Agreement.
The Credit Agreement provides for a $ 70.0 million secured term loan credit facility.
−Removed: We terminated our credit agreement with Royal Bank of Canada ("RBC"), pursuant to which we had an up to $ 75 million revolving credit facility, in connection with entering into the Credit Agreement.
−Removed: As of December 31, 2021, there were $ 0.4 million of unamortized issuance costs related to the RBC credit agreement recorded in other assets in our Condensed Consolidated Balance Sheet.
−Removed: As a result of the termination of our credit agreement with RBC, we wrote-off our remaining related debt issuance cost of $ 0.4 million in the first quarter of 2022.
−Removed: We had no outstanding borrowings under our agreement with RBC at the time of termination.
−Removed: The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes, to refinance our credit agreement with RBC and to pay fees and expenses in connection with the entry into the Credit Agreement.
+Added: We incurred closing costs totaling $ 5.1 million, which were recorded as a direct deduction from the face of the loan on our Condensed Consolidated Balance Sheets.
+Added: There was $ 3.5 million of unamortized issuance costs as of March 31, 2023.
+Added: The carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds.
+Added: The carrying value of the loan was $ 66.5 million as of March 31, 2023.
The Original Credit Agreement bore interest, at our option, at either a rate based on the LIBOR for the applicable interest period or a base rate, in each case plus a margin.
4 unchanged sentences
The margin is 7.50 % for Adjusted Term SOFR loans and 6.50 % for base rate loans.
−Removed: As of September 30, 2022, the interest rate was 10.66 %.
−Removed: Furthermore, as part of the agreement, we will incur a $ 0.3 million fee per annum, payable annually.
+Added: As of March 31, 2023, the interest rate was 12.65 %.
+Added: For the three months ended March 31, 2023 and 2022, we incurred interest expense of $ 2.2 million and $ 0.6 million, respectively.
+Added: Furthermore, as part of the Credit Agreement, we incur a $ 0.3 million fee per annum, payable annually.
The outstanding obligations under the Credit Agreement are payable in full on the maturity date.
The Credit Agreement matures in February 2025.
−Removed: We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, in the case of certain mandatory prepayments or any voluntary prepayment of the loans under the Credit Agreement after February 28, 2023, to an exit fee.
+Added: We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, in the case of certain mandatory prepayments or any voluntary prepayment of the loans under the Credit Agreement after February 28, 2023, to an exit fee, which right we did not exercise.
Our obligations under the Credit Agreement are guaranteed by certain of our material domestic subsidiaries and substantially all of our assets and the assets of such guarantors, in each case, subject to customary exclusion.
2 unchanged sentences
The Credit Agreement also requires that the outstanding amount as of the last calendar day of any month be less than 50 % of our total contract assets - commissions receivables (i.e., both current and non-current commissions receivables).
−Removed: As of September 30, 2022, we were in compliance with our loan covenants.
−Removed: In the first quarter of 2022, we obtained a $ 70.0 million secured term loan under our Credit Agreement.
−Removed: We incurred closing costs totaling $ 5.1 million, which were recorded as a direct deduction from the face of the loan on our Condensed Consolidated Balance Sheet.
−Removed: There was $ 4.3 million of unamortized issuance costs as of September 30, 2022.
−Removed: The carrying value of the loan was $ 65.7 million as of September 30, 2022.
+Added: As of March 31, 2023, we were in compliance with our loan covenants.
+Added: In the first quarter of 2022, we terminated our credit agreement with RBC, pursuant to which we had an up to $ 75 million revolving credit facility, in connection with entering into the Credit Agreement.
+Added: As a result of the termination of our credit agreement with RBC, we wrote-off our remaining related debt issuance cost of $ 0.4 million in the first quarter of 2022.
+Added: We had no outstanding borrowings under our agreement with RBC at the time of termination.
EHEALTH, INC.
3 unchanged sentences
Three Months Ended
−Removed: September 30, Nine Months Ended
−Removed: September 30,
−Removed: 2022 2021 2022 2021
Loss before income taxes $ ( 23,486 ) $ ( 40,735 )
1 unchanged sentence
Effective tax rate 15.4 % 19.6 %
−Removed: For the three and nine months ended September 30, 2022, we recognized a benefit from income taxes of $ 9.8 million and $ 26.9 million, respectively, representing an effective tax rate of 20.0 % and 19.7 %, respectively, which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments and non-deductible lobbying expenses, partially offset by research and development credits and state taxes.
−Removed: For the three and nine months ended September 30, 2021, we recognized a benefit from income taxes of $ 12.8 million and $ 19.3 million, respectively, representing an effective tax rate of 19.5 % and 21.1 %, respectively, which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments, non-deductible lobbying expenses and state taxes, partially offset by research and development credits.
+Added: For the three months ended March 31, 2023, we recognized a benefit from income taxes of $ 3.6 million representing an effective tax rate of 15.4 % which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments and non-deductible lobbying expenses, partially offset by research and development credits and state taxes.
+Added: For the three months ended March 31, 2022, we recognized a benefit from income taxes of $ 8.0 million representing an effective tax rate of 19.6 % which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments and non-deductible lobbying expenses, partially offset by research and development credits and state taxes.
Assessing the realizability of our deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible.
2 unchanged sentences
As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.
−Removed: We continue to recognize our deferred tax assets as of September 30, 2022, as we believe it is more likely than not that the net deferred tax assets will be realized, with the exception of certain net operating losses and credits that are expected to expire unutilized which have a valuation allowance.
+Added: We continue to recognize our deferred tax assets as of March 31, 2023, as we believe it is more likely than not that the net deferred tax assets will be realized, with the exception of certain net operating losses and credits that are expected to expire unutilized which have a valuation allowance.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.